James B. Miller, Jr.

About James B. Miller, Jr.

Chairman of the Board of Ameris Bancorp since July 2019; age 85; director since July 2019. Education: Florida State University (undergraduate) and Vanderbilt Law School (JD). Prior roles include Chairman/CEO of Fidelity Southern Corporation (since 1979), director of Fidelity Bank (elected 1976), civilian army lawyer at Redstone Arsenal (Huntsville, AL), Florida Supreme Court law clerk, and Chairman of Ageka Wohnungsbau GmbH (Berlin) and other family investment companies since 1971. Currently non-independent; the Board determined all directors except Messrs. Miller and Proctor are independent.

Past Roles

External Roles

Board Governance

• Independence: Non-independent director; Board states only Messrs. Miller (Chairman) and Proctor (CEO) are not independent.
• Role: Chairman of the Board; member of the Executive Committee (EC). EC is chaired by Mr. Proctor.
• Committee structure: All members of Audit, Compensation, Corporate Governance & Nominating, and Enterprise Risk Committees are independent; Executive Committee includes two current/former employees.
• Lead Independent Director: Leo J. Hill, serving since September 2019.
• Attendance: Each director attended at least 75% of 2024 Board and committee meetings; independent directors held six executive sessions in 2024.
• Age/retirement policy: Company bylaws exclude Mr. Miller from mandatory director retirement at age 75.

Fixed Compensation

• Program structure for non-employee directors (2024): $60,000 annual cash retainer; ~$85,000 annual equity retainer in time-based restricted stock; non-executive Chair receives additional $80,000 cash; committee chair retainers vary by committee ($10,000–$30,000).
• 2024 Director compensation (Miller): cash fees $140,000; stock awards $85,031; other compensation $731,521 (comprised of $730,000 payment under Miller Split Dollar Termination Agreement and $1,521 dividends on restricted stock); total $956,552.

Performance Compensation

• No performance-based director compensation disclosed; director equity is time-based restricted stock.
• 2024 grant details: 1,786 restricted shares; grant value $85,031 at $47.61/share; vest on earlier of June 6, 2025 or next annual meeting, subject to continued Board service.

Other Directorships & Interlocks

• Current external public board: American Software, Inc. (potential interlocks to monitor for vendor/customer relationships).
• Prior public board: Interface, Inc.
• Board service limits and audit committee load policies disclosed to mitigate overboarding risk.

Expertise & Qualifications

• Legal training (Vanderbilt Law School), prior court clerkship and government legal experience; multi-decade financial services leadership (Chairman/CEO of Fidelity Southern); investment company leadership in Europe.

Equity Ownership

• Beneficial ownership as of March 27, 2025: 2,165,842 shares; 3.1% of outstanding.
• Breakdown includes: 1,786 restricted shares (voting, no investment power), 96,577 shares via wife’s trust, 212,922 shares via family limited partnership (pledged as collateral), 194,953 shares via family foundation, and 23 shares in a 401(k) plan.

Governance Assessment

• Strengths

  • Significant financial services leadership and legal background; deep institutional knowledge post-Fidelity acquisition.
  • Board infrastructure with independent committees (Audit, Compensation, Governance/Nominating, Enterprise Risk) and active risk oversight.
  • Robust policies: stock ownership guidelines (directors must hold 5x annual cash retainer; compliance confirmed in 2024), hedging and short sales prohibited, mandatory clawback policy aligned with SEC/NYSE rules.
  • Engagement signals: all directors met ≥75% attendance in 2024; independent directors held six executive sessions; strong recent say‑on‑pay support (~92% at 2024 meeting).

• Concerns/RED FLAGS

  • Non‑independent Chairman role and explicit bylaw exemption from mandatory retirement at age 75 raise entrenchment and independence concerns.
  • Share pledging: 212,922 shares pledged as collateral by a family limited partnership—misalignment/forced selling risk in stress scenarios. (RED FLAG)
  • Related party/legacy arrangement: Split Dollar Termination Agreement produces ongoing payments ($730,000 paid in July 2024; additional scheduled installments subject to Section 162(m) timing), representing continued financial ties between the company and the Chair.
  • Executive Committee membership (with management present) may concentrate agenda control; EC chaired by CEO.

• Net view

  • Board process and policy framework are generally strong, but investor confidence considerations around Chair independence, age‑exemption, pledging, and related‑party payments warrant monitoring and potential engagement on governance enhancements (e.g., de‑pledging commitments, succession/timeline for Chair transition, reinforcing independent leadership at the board level).

Director Compensation Structure Details (Context)

Related Party Transactions (Focused)

• Agreements with James B. Miller, Jr.: Employment Agreement (July 1, 2019–June 30, 2022) with perpetual nondisclosure and indemnification; Split Dollar Termination Agreement (March 1, 2023) terminating life insurance obligation and providing ~$3.8 million in scheduled payments (three $1.0 million installments in 2023–2025 and ~$800,000 in 2026, subject to Section 162(m) limitations; $730,000 paid July 2024).

Stock Ownership Guidelines & Compliance

• Directors must own five times their annual cash retainer; during 2024 annual review, all conditions of the share ownership policy were met. Hedging and short sales prohibited. Clawback policy in place.

Independence Status & Engagement

• Independence: Not independent (Chair).
• Attendance: At least 75% of 2024 Board/committee meetings.
• Executive sessions: Six independent‑director sessions in 2024.
• Annual meeting participation: All but one director attended 2024 meeting.

Committee Assignments (Miller)

Say‑On‑Pay & Shareholder Feedback (Context)

• Say‑on‑pay approval at 2024 Annual Meeting: ~92% of votes cast in favor; frequency set to annual.